Mutual Confidential Disclosure Agreement for the United States

Mutual Confidential Disclosure Agreement Template for United States

A Mutual Confidential Disclosure Agreement (MCDA) is a legally binding contract under U.S. law that enables two or more parties to share sensitive information while maintaining its confidentiality. The agreement establishes reciprocal obligations for all parties to protect the disclosed information, outlines permitted uses, and specifies the duration of confidentiality obligations. Protected under both federal and state laws, including the Defend Trade Secrets Act, this agreement provides legal remedies in case of unauthorized disclosure.

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What is a Mutual Confidential Disclosure Agreement?

The Mutual Confidential Disclosure Agreement is essential when parties need to share sensitive business, technical, or proprietary information during business discussions, negotiations, or collaborative projects. This agreement, governed by U.S. law, ensures that all parties have equal obligations to protect shared confidential information. Common scenarios for using an MCDA include merger discussions, joint venture negotiations, vendor relationships, and research partnerships. The agreement typically covers trade secrets, intellectual property, business methods, and other proprietary information.

What sections should be included in a Mutual Confidential Disclosure Agreement?

1. Parties: Identification and details of the parties entering into the agreement

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement, including definition of Confidential Information

4. Confidentiality Obligations: Core obligations regarding protection and non-disclosure of confidential information

5. Permitted Use: Allowed uses of the confidential information

6. Term and Termination: Duration of the agreement and termination provisions

7. Return of Information: Requirements for returning or destroying confidential information

What sections are optional to include in a Mutual Confidential Disclosure Agreement?

1. Residual Rights: Rights regarding retained knowledge, typically used in technology or research-focused agreements

2. Export Control: Compliance with export control laws when information may be subject to export regulations

3. Non-Solicitation: Restrictions on hiring other party's employees, used when protecting against employee poaching

What schedules should be included in a Mutual Confidential Disclosure Agreement?

1. Description of Purpose: Detailed description of the purpose for sharing confidential information

2. Authorized Representatives: List of individuals authorized to receive confidential information

3. Special Handling Requirements: Any specific procedures for handling particularly sensitive information

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Cost

Free to use
Industries

Defend Trade Secrets Act (DTSA) 2016: Federal law providing nationwide protection for trade secrets, defining trade secret misappropriation, and establishing remedies for trade secret theft. Must be considered for enforcement provisions and definition of confidential information.

Economic Espionage Act 1996: Federal criminal law establishing penalties for trade secret theft, particularly with international implications. Relevant for cross-border information sharing and enforcement mechanisms.

Electronic Communications Privacy Act: Federal law governing protection of electronic communications and data privacy. Important for provisions relating to electronic data sharing and storage of confidential information.

Uniform Trade Secrets Act (UTSA): State-level legislation (adopted with variations by most states) defining trade secrets and establishing state-specific remedies. Must be considered for state-specific compliance.

State Non-Compete Laws: Varying state regulations regarding non-compete agreements and their enforcement. Relevant for provisions that might restrict future business activities.

Whistleblower Protection Laws: Federal and state laws protecting individuals who report violations. Must be carved out as exceptions to confidentiality obligations.

Statute of Limitations: Time limits for bringing legal actions, varying by jurisdiction. Important for determining duration of confidentiality obligations and enforcement periods.

Choice of Law Provisions: Legal requirements for selecting governing law and jurisdiction. Essential for enforcement and dispute resolution clauses.

Industry-Specific Regulations: Sector-specific requirements (e.g., HIPAA for healthcare, GLBA for financial services) that may impose additional confidentiality obligations.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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